UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2020
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio
| 1-13653
| 31-1544320
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
301 East Fourth Street, Cincinnati, OH | | 45202
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (513) 579-2121
| |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | Common Stock
| | AFG
| | New York Stock Exchange
|
| | 6% Subordinated Debentures due November 15, 2055
| | AFGH
| | New York Stock Exchange
|
| | 5.875% Subordinated Debentures due March 30, 2059
| | AFGB
| | New York Stock Exchange
|
| | 5.125% Subordinated Debentures due December 15, 2059
| | AFGC
| | New York Stock Exchange
|
| Item 7.01 | Regulation FD Disclosure. |
On April 30, 2020, the Company issued a press release announcing that that it intends to adjourn its 2020 Annual Meeting of Shareholders scheduled for Wednesday, May 20, 2020 at 11:00 a.m., Eastern time and reconvene promptly after adjournment exclusively in a virtual format. The Annual Meeting will be held at www.virtualshareholdermeeting.com/AFG2020. The Company has made these changes due to continued public health precautions surrounding the COVID-19 pandemic and guidelines regarding in-person gatherings and believes that this venue will help to protect the health and well-being of AFG’s employees, directors and shareholders. Further information regarding this change to location, date and time of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on April 30, 2020. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
| Item 9.01 | Financial Statements and Exhibits. |
| | | Press release dated April 30, 2020. |
| | | |
| | 104 | Cover page Interactive Date File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | AMERICAN FINANCIAL GROUP, INC. |
| | |
Date: May 1, 2020 | By: | /s/ Mark A. Weiss | |
| | | Mark A. Weiss | |
| | | Vice President | |
